New Jersey Statutes 15A:13-8. Withdrawal of foreign corporation
Terms Used In New Jersey Statutes 15A:13-8
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- Service of process: The service of writs or summonses to the appropriate party.
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
(1) the name of the corporation and the jurisdiction of its incorporation;
(2) that the corporation is not conducting activities in this State;
(3) that the corporation surrenders its authority to conduct activities in this State; and
(4) a post-office or street address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State.
b. Upon the filing of the original and the copy of an application for withdrawal, the Secretary of State shall forward the copy to the Attorney General and shall issue to the corporation a certificate of withdrawal, whereupon:
(1) the authority of the corporation to conduct activities in this State shall cease;
(2) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked;
(3) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on the corporation by service thereof on the Secretary of State or the person designated by the Secretary of State; and
(4) the Secretary of State shall be charged with the duties and shall be entitled to receive fees with respect to any process which may be served hereunder on the Secretary of State or the chief clerk of the office of the Secretary of State, as is provided in N.J.S. 2A:15-26 to 2A:15-30.
c. The post-office address specified in paragraph (4) of subsection a. of this section may be changed from time to time by filing in the office of the Secretary of State an original and a copy of a certificate executed on behalf of the corporation setting forth:
(1) the name of the foreign corporation;
(2) the jurisdiction of its incorporation;
(3) the date of the issuance of its certificate of withdrawal by the Secretary of State; and
(4) the changed post-office address.
The Secretary of State shall forward the copy of the certificate to the Attorney General.
L.1983, c. 127, s. 15A:13-8, eff. Oct. 1, 1983.